Of Omnitrixes and Puella Magi
by OmniSonicChaos06
Summary: In an alternate timeline,Ben Tennyson travels with his childhood friends Sayaka Miki and Madoka Kaname instead of n gets a mysterious device from space and the girls gets magical powers.Will them be able to save the world from evil from earth or space?*Also on Scribblehub*
1. And Then There Were Aliens

"Hello Readers!I am Omni the Writer!And today I decided to create a combination between the worlds of Puella Magi Madoka Magica and Ben sounds weird,but It also fits really the alternate timelines and will be original characters,some original Ben 10 and Puella Magi episodes being reworked, hope you'll enjoy this first chapter!"

* * *

"Grandpa!"said a young man with brunette hair around 13-years old who was rushing at an old and rusty RV,the young man was Benjamin Kirby Tennyson,who as you can see,doesn't have the Omnitrix...yet.

"Hello Ben!Just to know...you are not the single one who will came with me.

"Clyde or Sunny aren't there,are they?"Ben shrugged as Grandpa Max showed that the other two who will joining the Tennysons road trip with them were Ben's childhood friends Madoka Kaname and Sayaka smirked and saluted the was a tall girl with bright aqua hair,who wore an green T-shirt an pair of pants and an blue other,Madoka,had short pink hair put in two pigtails with the help of two ribbons,she wore an white T-shirt with a cute heart symbol and an pink skirt.

After some time in the RV Ben already was bored out of his mind,as 1 hour has passed without his tablet,Smartphone or his gaming console.

"I am soooooo booooooored!Grandpa...were there yet?"said Ben,"Sorry Ben,but you will need to support another 1-2 hours." responded Grandpa Max

"1-2 hours!?Aw man...!"said Ben as he was bored out of his Brunette then sighed."Sigh...Looks like I will need just to stay and do nothing...!",after two hours they finally arrived at the camping spot as in Space...something happened.

On an giant warship,an Squid-like being intercepts a little Galvan shoot a laser at the Galvan Ship and destroyed it,until an pod with radiating green energy falls towards the earth with crazy green screen appears inside Vilgax's ship,revealing that an white fox/cat-like alien being with radiating red eyes was the caller.

"Did you got the Omnitrix,Vilgax?"asked the Fox/cat-like being with a curious smirk,that to be turned around as Vilgax said what the situation is."Not yet Kyubey,but just to be clear that I want the Omnitrix as well,and don't try to be a boss as we all know that I have the greater power."Vilgax said.

"Correction,you are weaker since the Omnitrix's DNA took from you,you're just a shadow of what you once was."Kyubey closed the call,leaving Vilgax in the shadows of his war ship.

The scene fades black as we zoom in towards the earth."Why do we need this many wood for!?"said Ben annoyed by the fact that grandpa Max put him,Gwen,Madoka and Sayaka to take wood for the fire."Stop complaining,Ben!Your grandpa said he needs firewood!So let's go at work!"said Madoka as Ben walked in the forest to find more firewood as suddenly something that looked like a shooting star appeared."Woah!A shooting star!"said Ben as suddenly the comet took a 360 turn and almost hit Ben,as it formed an giant crater Ben looked at what looked like a pod,just that it to suddenly open and reveal an watch-like device."What the-!?A watch?"said Ben as suddenly the device jumped on Ben's wrist,who after seeing what happened,he began to scream as he accidentally touched the dial and in an green light in his place stood a giant plant-like being."AAAAAAAAAAHHHHH!I AM A PLANT!?"said Swampfire as he stressed out as he then looked that a flame appeared out of his palms"Wait...This guys is...COOL!" played a bit with his fire powers until he heard foots turned around to see Sayaka with a scared expression.

"Aaaah!What you did to Ben,creature!?"Sayaka started to hit Swampfire.

"Ow!Ow!Ow!Stop it Sayaka!It's me Ben!Really!"said Swampfire as Sayaka blinked a few times"Ben...?" her question contained a single word in awe.

"Ben!?What happened!?Why you're so cool!?""AnweirdpodfellfromspaceanditstucktomyhandandthensuddenlyIturnedintothiscoolweirdguy!"Ben said very fast without even suddenly destruction sounds where explained the situation to Madoka and Grandpa Max as they decided to check what all the ruckus was about.

It was revealed that the sound was coming from a nearby RV park that was under assedium by 10 drones and an giant touched the Omnitrix's facet and in an second,he transformed into an purple creature made entirely of purple crystals that had one eye and had an green costume around his body."Chromastone!"screamed Chromastone as he attacked the drones with an light beam coming from his eye that destroyed them instant.

Chromastone smirked as he created projectiles out of his hands that hit the robot,that had hit Chromastone with a laser Beam that destroyed the entire RV park.

Chromastone jumped and attacked the robot's head who suddenly Omnitrix timed out and Ben finished his hero business."You know what... This thing can be useful!Now you can call me...Super Ben?No...That's it!Ben 10!"said Ben as the Omnitrix blinked and an hologram appeared showing an small gray frog-like creature.

"So you are the one that got my creation!A child?It's good..."said the creature who seemed very,very old."What is good?And what are you!?"Ben asked as he raised an eyebrow.

"I am Azmuth,an galvan...Is Max Tennyson the one I see?"said Azmuth as Max took Ben's hand to talk to the first thinker."Yes Azmuth,what are we going to do with the device?"Max responded

"Your nephew can keep it and try it!It's my prototype of the Omnitrix!I always can create another!"said Azmuth as the Hologram vanished.

Ben smirked but was a bit confused"Grandpa?From where do you know this guy?"asked Ben."Sorry...Let's talk tomorrow shall we?"said Max as Ben,Madoka and Sayaka questioned him the whole time.

The Next Day the Rustbucket's next destination was California."Finally!Something more interesting!"said Ben excited."You look happy."said Grandpa Max looking at his nephew.

"To be happy!?Today is the launch day of the new Sumo Slammers Movie!And I will be through the first to see it!"said Ben as he begun running around the RV like they finally arrived at the cinema...something was suddenly all the people stopped in time."What on earth-!?Why did everyone else beside us stopped?"Ben said until seeing that the whole room was covered now in white light,next...The room was one of giant plushies with crooked smiles or toys or chairs broken down to pieces.A scream was heard that bring fear to the three.

Suddenly an being who looked like something out of an horror movie of the 2000s,the being had its body made out of what looked like an carnivorous plant with butterfly wings and 10 horrible tentacles as its image itself made Ben disturbed,but mostly because the Calamari tentacles."Why it need to be...Calamari!?I know that I will regret this but...IT'S HERO TIME!"said Ben as his body became muscular,furry and had eyes of anger in his alien's name was Rath"RATH!"screamed the alien as he looked at the transformation and began arguing with the Omnitrix.

"HEAR RATH OMNITRIX!IF RATH WANTED TO FIGHT THE CALAMARI THING,WANTED HUMUNGOUSAUR OR ANYTHING ELSE!AND YOU UGLY CREATURE!PREPARE FOR RATH'S WRA-!"Said Rath as the Omnitrix timed out and in an red light Ben turned human again."AW MAN!"screamed Ben as Sayaka approached him,a bit stressed out."Now what we do Ben-kun?"Ben stopped a bit until responding."RUUUUUUUUUN!"

Out of nowhere more and more monsters appeared most of them suddenly starting could barely help the girls,as the monsters were more and an gunshot sound was heard and a blonde girl around Ben's age appeared."Are you all right?"

"Ye..Yeah...but who are you?"asked Ben,as the blonde responded with a calm smile."I am Mami Tomoe,A Puella Magi."

"Puella Magi!?"asked the three in confusion."I will explain you me,we will go to my house."said Mami.

"But what about Max?"said Ben a bit worried of leaving his grandpa girl smiled and responded."It's nothing...my house is a space where time and space pass differently because of my magic!"The four headed towards Mami's house and she explained them how her room has the magic abilities and how she became a Puella Magi.

"Oh my!Mami,did you help those young ladies and mister?"asked a cat-looking creature being cute."Ah!Guys,he's Kyubey,the one who creates Puella Magi."said Mami excited to show her new friends,the cat-looking alien.

"Do you want to become a Puella Magi?"asked Kyubey as Ben responded mockingly."Sorry,I don't trust a strange alien-looking magic cat."

"Now,Now...Don't you want to know the advantages of being a Puella Magi?If you sing those contracts...any of your wish will be granted."said Kyubey."Any?Not interested."said the three not kinda wanting to accept a deal from an suspicious alien.

"My,My...But what a beautiful watch you have!Can I touch it?"asked Kyubey trying to touch the Omnitrix but Ben shaked his hand and made the cat fall on its four paws.

"No way you stupid cat!If we would need your help will sing not...No."said Ben as he,followed by Madoka and Sayaka who exited the magical room as Mami showed them the exit.

" BRATS HAVE THE OMNITRIX!?THEN I NEED THEM EVEN IF THEY LIKE IT OR NOT!I'm going to create every witch I can!"said the cat as he laughed maniacally as an breaking sound is heard.

Meanwhile the trio managed to get back at Grandpa they entered the new Sumo Slammers Movie.

_**EPISODE END.**_


	2. Jurassic NY

Now this is Omni The Writer here!This chapter is a direct adaptation of episode 2 of Ben 10 and Puella Magi Madoka Magica!I hope you liked how the fight with Animo went!Now I hope you'll like this chapter as a whole!

It have been fun writing this chapter!Enjoy!:)

* * *

In the last few weeks,Ben fought an strange villain,the evil Billy Billions and some masked weirdos that called themselves the got no appreciation for it,mostly because he couldn't remain to get all the was something he really hated.

"Sigh...I am doing hero jobs from 2 weeks already...and you money,no girls,no appreciation,no free things!What is the scope of having superpowers if you don't get nothing!?"said Ben as he sighed and looked through the internet to see something interesting about New York or the Big he didn't knew about it already,he just slided to see some news about some crazy creatures appearing all over the town.

"Ben~!"said Sayaka with a cute smile.

"Yeah?"said Ben raising his head at the girls,then back at the tablet."Is that a Limited Edition Sumo Slammers Golden Figurine?"Asked Sayaka making Ben turn around in surprise."Huh?Where!?"

"Heh!You fell for it!"Sayaka laughed at Ben.

"Aw man...!Really?"responded Ben back as he touched the Omnitrix's dial and turned into Overflow,an red robotic water filter-like alien."Let's see if you like it,Sayaka!"said Overflow as he hit Sayaka with water until she was all wet.

"Thank you very much...Now I need to change my clothes!"said Sayaka a bit angered at the young boy who smiled and laughed in amusement,just to see that Madoka was looking at him very serious."What?It was funny!And she started it!"

Sayaka then came back now wearing an blue skirt and blue think that she was somewhat very cute,he didn't knew why,but his cheeks started getting all red.

"Kids!We need to make a stop at an repair shop!The Rustbucket has some engine problems!"Announced Max as he stopped the rustbucket and the kids exited the suddenly a loud high-pitched scream that made the Tennyson team to cover their ears in pain.

"What was that sound...?"asked Madoka while still holding her hands at her ears.

"I don't know...!?"said Ben as suddenly an elderly man appeared riding an giant Bat,that wasn't all weird at this,as suddenly the Bat flied on the Rustbucket taking it in the air then crashing it on the ground,making it break and explode.

"My...Rustbucket...This'll cost me much..."said the Grandpa defeated as he entered inside the Repair Shop to buy what he needed as Ben gone Ben's place now stood a plant-like creature with One Eye,the alien was Wildvine.

"You girls stay here..."Said Wildvine in an raspy voice as he swing from building to building like Spiderman in pursuit of the mutant Bat."Where is it...Where is it...?"Wildvine asked himself as he finally spotted the Bat stationating at "The American Science Museum of Flora and Fauna" and Animo was heard screaming inside.

"Please Mr. Animo...Leave us to live!"said some scientists as Animo was screaming at them like a madman."Silence!I won't leave until you give my propriety!"

"It's the museum's propriety!You can't just take the prize you don't merit!"said the lead scientist holding a key in his mouth,not wanting to give Animo the prize at any costs.

"My Creation will tell you otherwise..."said Animo as the Bat broke the Museum's roof making horrible destruction,the creature had an horror appearance,it had sharp blade teeth,two red eyes that were looking rather curious,he had an ugly face and a more ugly appearance,the single good thing about it was its fur,that looked rather fluffy than before Animo could do anymore,Wildvine appeared.

"Hey,Animo!Take this!"said Wildvine arriving at the scene.

"Curious...what creature would you be...Maybe some tests..."said Animo as Wildvine projected himself towards the doctor,hitting him through a nearby wall,the Bat tried to kill Ben,but Sayaka appeared dressed like a knight with a sword in her looked exactly the same but tomboy-ish than usual,she managed to hit the Bat with her sword's full force.

"Sayaka?You signed the Puella Magica contract!?"asked Ben in shock.

"Well I wanted to help you allright!?"said Sayaka as suddenly the Bat monster looked towards the two and jumped to changed in Humungousaur,who took the Bat's wings and rolled him until it just fell on the ground alone.

"Now Animo you're...Umm...Sayaka?Where's Anim o?"asked Ben as suddenly an giant hamster was jumping around the streets,with Animo atop on it,the creature was heading towards the Mall by the looks of this,Sayaka and Ben headed towards the Mall,where the giant Hamster was destroyed anything in its way.

Animo laughed."Go my beautiful creation!GO!"But suddenly Ghostfreak appeared and kicked the old man off the giant hamster,as Sayaka managed to hit some shelves making them fall on the remained from it were blood,meat,bones and guts all over the ground,Ben could swear he would vomit if he would keep looking at it."Ben?"Ben changed his view towards Sayaka.

"What is it?"asked Ben,just to see her hesitating and blush a little,until she continued.

"Do I...look cute to you?"asked Sayaka as a massive blush appeared on her face,Ben remained blocked a little until he finally opened his mouth as a blush appeared on his face as well..."Well...Sure!You are very cute to me!"

But until Sayaka could continue the police sirens where heard."The Police...Looks like we need to go!"said Ben as he and Sayaka vanished,leaving Animo on the police's hands.

"This is not the last time you hear of the Mighty Dr. Aloysius T. Animo!"said Animo as the police took the madman in custody,for an indefinite amount of time.

"We don't know what or whoa are you,but I think destroying an Museum and a Mall using mutant animals are an illegality!"said the policemen as the Mall's owner appeared seeing the destruction caused by the fight,he backed off from the horrible the trio meet up with Mami and Kyubey.

"Well...If Madoka and Sayaka signed the contact,then you shall as well,I am wrong?"asked Kyubey as an contract appeared before Ben,but Ben just ripped it apart."I will help with the witches,but I am not gonna sing that contract."Said Ben shaking hands with the cat-like being.

"It's understandable,but that your watch of yours would be very good to fight the witches!So it's official!Ben Tennyson,Sayaka Miki and Madoka Kaname,you're now part of America's branch of Puella Magi!"said Kyubey happier than ever.

* * *

Ben and his friends officially joined Kyubey,if you watched the original series,just to know that things will be a bit different than the canon universe of Ben 10 and Puella the way Ben's rooster of aliens is:

Swampfire

Fasttrack

Grey Matter

Upgrade

Humungousaur

Overflow

Chromastone

Wildvine

Rath

Ghostfreak

Weird Cat

Now with that out of the way,next time!Black Hearts,Bright Lights!The team now heads towards California,where they encounter two new threats,Charlotte the witch of candies and a energy vampire known as Michael Morningstar or you'll enjoy it!


	3. Bright Lights,Black Hearts

This chapter is a bit different as you can see,as in this Mami isn't eaten by the witch,instead she is saved by this is an AU so basically we can do whatever we want!Also review,favorite and follow!Next time Kevin Levin and Sakura Kyoko make their debut,the Forever Knights as well.

* * *

On the sets of the very beloved romance Tv Show "The Un-alivers",an member of the production crew enters in the cabin of Michael Morningstar,the lead character of the hit tv show.

"Mr. Morningstar?Sorry to bother you...but the ratings for the show are falling apart!"said the producer manager as the star looked angered at the production manager.

"What do you mean!?You need to..._**I NEED TO BE POPULAR!**_"said Michael dangerously,suddenly making his body shiny and the member of the production crew suddenly looked pale and exhausted.

"S...Sorry...Mr. Morningstar...I'll...do it...!No,I swear!You will be popular again!"said the production crew member in terror as she rushed at the directorial stopped sucking the poor woman's energy and ,The Rustbucket got in Miami.

"Finally!Miami!Beaches,Sun and Fun!"said Ben dressed in an summer outfit and holding a surfboard in his right hand and a pair of sunglasses on the could only make Madoka and

"Ben,we will go to a movie set."said Max breaking all the hopes of his nephew."A...movie...set...?Do you mean no Beaches,no Sun and no Fun!?Aw man...!"Ben shrugged as he put himself at the table and took his tablet out listening to some Sumo Slammers nonsense.

"How can't you be happy!?Michael Morningstar will be there!"said Sayaka with stars in her eyes,as Ben blinked a few time in confusion."Who?Sorry,but I don't worship celebrities!"

"It is a show about two lovers...he is a un-aliver and she is a werewolf,impossible love...hah...!"said Sayaka with stars and hearts in her eyes.

"Eww...A vampire kissing a dog?Yucks!"said Ben grossed out."Just to know...that if you ruin this...I'll break your hands and kill you with them!Understood!?"said Sayaka as her eyes were full of red light

Ben shivered in fear"O...k...?" as Sayaka stopped being full of murder instinct."Fine,then!"Sayaka returned to her normal tomboyish attitude,making Ben very confusion at just happened."Since when she loves romance movies...?"Ben thought to himself as the Rustbucket stopped at the movie set of "The Un-alivers".On the set a scene from the fore-mentioned Tv show with Michael kissing a female actor,the scene made Sayaka's heart to beat and she to blush madly.

"AND CUT!Nice job mr. Morningstar!"said the director as Michael looked at her with murder instinct."This will better be popular or...!"whispered Morningstar as he again drained the energy out of the director."It will be...!"Morningstar then let the woman go and walked away passing by Ben,Sayaka and Madoka.

"Hello there..."said Morningstar looking straight at Sayaka making her blush even more,making her babbling when she opened her mouth."uhh...morning...star..sir..I...!"

"Want to hang out with a star?You can,every fan asks me that."

"By the way...where's Grandpa Max?"asked Ben looking everywhere for where Max could be,as Madoka looked as confused as he was."I don't know..."

The scene them zooms out towards an juice bar,where Michael was standing with Sayaka and two other girls.

"What part you liked about the latest episode...The one I loved was when Sebastian kissed Andrea pasionally!"said Sayka but Morningstar was more occupied

"Hmm?What were you saying?You don't really love that weird stuff,rights?Really,A dog kissing a man,it's just...gross!C'mon Girls!"said Michael as he laughed and walked away with two girls,meanwhile Sayaka observing that he sucked the energy out of the two girls,making them fall on the ground,

"Ben,you was rig-!"said Sayaka just to be stopped by Michael making her let out a girlish scream."No,no,no!Sorry,but this secret must not be revealed."Morningstar then sucked her of all the energy she had,making her very pale and weakened.

"Hey!Leave her alone Morningstar!"said Ben observing what the vampire was doing,making Morningstar to turn and confront the brunette alien hero."And what'll you do brat boy?

"Oh I'll tell you what!"said Ben as in an green light Ben turned into Chromastone and started creating crystals out of his hands,just that Morningstar to dodge all of them,his body suddenly turned golden,and he now had fangs full of hatred,a long tongue like that of an snake,his hair basically vanished,his pupils being white and his eyebrows were now similar to horns more than anything else.

"Let's see you boy!"said Morningstar making an wave of magical energy,most probably from Sayaka's Puella Magi magic."What are you...?Something like an energy vampire!?"asked Chromastone raising an eyebrow.

"Yeah...You can say I am."explained Morningstar raising an eyebrow in confusion and shock."Then...Let there be light!"joked Chromastone as he smirked and used his eye to create an light shield and approached Morningstar making him scream in agony as the vampire's body became all weakened and burned,leaving him on the ground,as the Omnitrix timed out.

"You boy!What happened to that crystal guy!?"asked the director as Ben remained blocked and lied to him.

"Umm...I think he is there..."the director then ran away,trying to find Chromastone,then Ben rushed at Sayaka's aid,a bit worried about her.

"Sayaka!Are you O.K.?"asked Ben as she nodded and Grandpa Max finally arrived."You kids can do whatever you do for the next hour."

"Why?"asked Ben confused as Grandpa Max had stars in his eyes"Because I am learning!Learning to be a filmmaker!"

Grandpa Max walked away as the three childhood friends looked at each other and laughed as they got a telepathic message from Mami announcing that they need to meet her in order to defeat a newly appeared that they have 1 hour of free time until Grandpa Max returned,so they decided to help their senpai out.

When they arrived the witch's labirynt was all over one building,the witch looked pretty inoffensive,just like a pink tiny doll.

"Hahaha!That tiny doll!?"said Ben as he begun laughing.

"Ben...Be more serious,all right?"said Mami a bit angered at Ben's antics.

"Right."said Ben as Mami used her magical shotgun and managed to destroy the witch rather that when she looked at our trio,the witch came back to life,now in an horrific new form,the form had sharp pink teeths,two scary multicolored eyes,an horn on its face and had two giant fly-like Monster was near of killing Mami,until Ben hit it with a rock.

"Hey ugly!Wanna a candy!?"said Fasttrack as the creature turned at him and started following him,how fast Fasttrack was the witch still followed our alien hero until the with made Fasttrack fall backwards on the witch started trying to bite and eat Fasttrack's head,but he was to fast for the creature"Umm...Can some of you destroy this thing until it decapitates me!?"

Before his friends can help him,an black-haired Puella Magi wielding a magical gun appeared and destroyed the creature turning into an greed seed and the girl walked away.

"Who are you,may I ask?"asked Mami in curiosity.

"The name's Homura Akemi,and I'll take this."said the girl walking away very serious,having the greed seed she needed.

"Tsk...Rude."said Ben annoyed as the labirynt vanished leaving the friends to go back at the movie set to return at Grandpa Max.

"How was with the learning thing?"asked Ben a bit curious

"Good...But I am tired!Let's go in the Rustbucket and Sleep,shall we?"said Max as the friends nodded and walked inside the RV to have some sleep until going to the next destination they are gonna have.


	4. Kevin 11

This chapter is where things gets interesting,Sayaka and Ben have part of their lives' battles.A mysterious organization targets Ben's team and some things are revealed about ,Review,Favorite and Follow the story!

Hope you'll enjoy it!_**IT'S HERO TIME!**_

* * *

In an beautiful hotel in NY,Team Tennyson just relaxed as Ben jumped straight into the bed."Ahh...How I missed those warm beds!"

"You can thank Harv for will be around here in some days."explained Max to the boy who was very relaxed in the bed.

"Good to know who I need to thank for this room!'said Ben smirking as Max smiled and rubbed the back of his head."Now you three can have some fun!"

"Even to go at the nearby Arcade?"asked Ben in happiness.

"Fine...you three saved the day too much, now go on,be young,have fun!But to come back until 19:00!"Said Max as Ben,Madoka and Sayaka exited through the door and header for a nearby arcade"Fun Zone",the three stopped at a nearby video game,the game was Sumo Slammers Tournament Edition ,Sayaka and Madoka decided to play on 3-player mode.

"I will beat you Tennyson!"said Sayaka hitting Ben's arm playfully.

"You'd wish Sayaka!"Ben said as he couldn't believe how fast with the controller Sayaka and Madoka were."How you beat me 10 times in a row!"

"Well...We are are best players!"said Sayaka smiling at Madoka,then the two begun laughing at Ben's game overs.

"Sigh...I really need to play that game more on my laptop..."said Ben as on the next video game,an black haired boy with a chain around his boy put his hand on the video game's metal part and suddenly his score risen to 250,000,000 accompanied by a player name -L-E-V-,Ben was a bit surprised by highscore.

"Woah!You're really cool!"said Ben as the boy studied Ben's omnitrix curious."I am Kevin Levin,I don't think I saw you around here you tourists?"

"Yeah,I am Ben Tennyson and my friends there are Sayaka Miki and Madoka Kaname."explained Ben as the boy smirked and nodded.

"Where are you from?"asked Kevin a bit curious.

"We are from some old remote town on the coast,Bellwood."responded Madoka happy.

"Do you want to see something cool?"asked Kevin smirking.

"Sure!"said Ben as Kevin put his hand on the metallic video game,the hand began to light up with blue all the money inside the machine basically just jumped out the and Madoka where surprised,but Sayaka was more suspicious about Kevin.

"Woah!How did you done it!?"said Ben a bit curious.

"A magician doesn't reveal his secrets!Do you two want to hang out?"asked Kevin,but before Ben and Madoka could respond,Sayaka stopped them from doing so.

"Madoka,Ben...I don't trust Kevin..."said Sayaka whispering at her two friends,who looked at each other then at Sayaka."Why not?He looks like a great guy!"

"Don't you are a bit suspicious about how he did that thing?"said Sayaka very serious,but her suspiciousness didn't stopped Madoka and Ben from wanting to spend time with

"Well?Do you want to hang out or not?"asked Kevin again,now Ben and Madoka followed him.

"Ben,Madoka!Come back here!"said Sayaka in anger as the two walked through a tour with Kevin through New York,the three had their fun,until Kevin decided to show to them his was living in an old train station,with television screens and arcade games all over the place,the place was sad,but Ben and Madoka decided that it was kinda cool.

"It wouldn't be much,but this is where I my mom married her boyf-"Kevin bit his lip right before talking about his foster dad.

"Umm...what about him...?"asked Ben cautious.

"He always did horrible things to mom and me,he also killed her...And you know why!?"asked Kevin as Ben couldn't even ask.

"Why?"asked Madoka a bit concerned about their new friends.

"Because of this!"said Kevin as his face darkened and his hand became full of blue energy he concentrated a bit until all the technological objects n the room went on and then stopped,smirked then changed his point of view towards Ben's watch."Tell me,Tennyson...Are you one of the aliens from the news?"Ben remained blocked as he tried to lie to the crazy boy."What...?No!I am not..."

"_**DON'T LIE TO ME!MY MOM AND ME SUFFERED AND YOU KNOW WHAT YOU DID!?NOTHING!YOU DID NOTHING TO HELP US!**_"screamed Kevin approaching dangerously towards Ben

"I have those powers just for 2 weeks!I couldn't do anything!"tried Ben to explain,but couldn't resonate with Kevin.

"You..._**YOU LIAR!**_Do you think the world is like in comic books!?Well it's **_NOT!_**You call yourself an fighter of justice,but you..._**YOU AREN'T!**_"screamed Kevin running at Ben full force.

"Madoka,go and find Mami or Sayaka all right?"Ben whispered in Madoka's ear,the girl nodded and ran towards the exit,as Kevin laughed maniacally,he played with the energy and suddenly put two trains on the same line."**_YOU CRAZY LEVIN!?PEOPLE WILL DIE!INNOCENT PEOPLE!_**"

"_**NO ONE IS INNOCENT IN THIS CRUEL WORLD!**_"screamed Kevin putting forcely the hands on Ben's Omnitrix,the whole train station

Meanwhile Madoka was running through the city to find Sayaka."Saaaaaaaaaayaaaaaka-chaaaan!"

"Madoka-chan?What's the matter?"asked Sayaka observing Madoka running on the streets."You we're right about Kevin!He has some weird powers and now fights with Ben!"

"Tsk...Next time listen to me!"said Sayaka angry as she and Madoka run towards the train station,just to be stopped by a redhead girl,most probably another Puella Magi."Who are you!?"

"I am Mami's former partner...Sakura Kyoko...Your wish is stupid,just to know."said Sakura making Sayaka turn into her Puellla Magi form as Madoka walked to call Mami.

"I won't listen to magical girls like you!"said Sayaka attacking Sakura.

"You are a fool...Your Senpai learned you that?Mami is a idiot!Leaving you,Kaname and Tennyson to sign a contract!"screamed Sakura.

"SHUT UP!"screamed Sayaka as she attacked Sakura."Well...DIE!"said Sakura dodging blow after blow,after blow,after blow.

"Then move out of the way!"said Sayaka still trying to kill Sakura,just to be stopped by Mami Tomoe."Stop it you two!"

"Mami-senpai!?"said Sayaka a bit surprised.

"Why are you here...Sakura-san?"asked Mami very serious.

"Tsk...It's not worth your time...Try to save Tennyson,he's probably dead by now."said Sakura as she vanished,back in the train station,Kevin deformed and cracked,he had his body similar to Humungousaur's,had a leg like Fasttrack,the other like Rath,his arms were one from Overflow and other from had two wings,one made of a material similar to Swampfire's body the other was ghostly similar to Ghostfreak's body.

"What the-I can't turn back...you..._**Y****_O_U DID THIS TO ME!**_"screamed Kevin trying to attack Ben.

"NO...You did it yourself,Levin!"said Ben transforming into Four Arms,he smacked Kevin on the ground and *SMACK!* Four Arms hit the ground next to stopped the train's courses,as Mami,Sayaka and Madoka appeared.

"You are all right,Ben-san?"asked Mami a bit worried.

"Ye...Yeah...I think so!"said Ben.

"You think it's over Tennyson?Well...I will decimate you and your pathetic team and then what'll you do,huh!?HAHAHAAHAHAHAH!"Kevin laughed maniacally as he vanished.

(That day,both Sayaka and Ben,knew that they couldn't help persons like Kevin Levin nor Sakura are bad and can't ever be helped,because they're already broken and is too late to help them didn't blame them as Kevin and Sakura had a rough childhood.)

* * *

Next time:QB


	5. Shocking Revelations

Hope you'll like this chapter!Now more and more shocking revelations appears,we find out about the plumber but...I don't want to spoil the whole story for such have great fun and enjoy this always follow,fav and leave a review in the review section.

Next two chapters will be based on Charmcaster and classic Ben 10 episode 'Camp Fear'.

* * *

"HAHAHAHAHA!I AM GONNA BE THE MOST FAMOUS SPEEDSTER IN THE WORLD!"Said a white-haired man in his mid-40s dressed as an racer from the man was LaGrange,a speed villain that will do what he can to become #1 racer in the Fasttrack was in an pursuit to catch him."It's over La Grange!"

"Non,Non,non,le petit garcon!Au revoir!"said La Grange as he let out an oil that made Fasttrack hamper and fall on his Omnitrix timed out as the Rustbucket scrolled again through the playlist,just to see 4 new silhouettes he never saw before.

"Haaaaa!New aliens!"Said Ben getting prepared to touch the Omnitrix at the right time just to be stopped by Sayaka

"Are you going to use it and you don't know what it does!?"said Sayaka in annoyment until in an green light,in Ben's place stood a red manta-like alien with three horns on its forehead."JETRAY!"Screamed Ben announcing the alien's official flew in the air and landed near La Grange,surprising the maniacal speedster.

'Tua?You think Tua can beat Mua!?Nonsense!"said La Grange using all his arsenal just that Jetray to take him in the air,La Grange just started screaming like a girl until Ben gave him at the authorities.

"You have the right to say nothing,Lu garage,La guraga or whatever your name is!"said the policemen making La Grange scream in anger and annoyment."I am LaGrange!_**THE GREAT LAGRANGE! **_I am going to get my revenge Tennysons!"

"And It's done!"Said Ben as suddenly the Omnitrix beeped a few times and a Hologram of Azmuth appeared,"Ben!I saw you unlocked 4 new forms...but I need to warn you about two of them.I am afraid that the Omnitrix has two unstable forms that could use the Omnitrix to invade this world,The Fulmini and The Incubator race are very look out how much you use it."

"Incubator?"asked Ben as in the hologram appeared diagrams of The Fulmini and The Incubator Incubator looking very like Kyubey in terms of appearance.

"It looks a lot like Kyubey..."Ben said making Azmuth pale even at the name."Did you said...Kyubey!?That Maniacal Overlord!?Please tell me you haven't been in contact with him!"

"I've been in contact with him?"said Ben rising his hands in the air,as Azmmuth screamed out of rage,surprising even Max."It's not good,not good,not good!He put that form in your Omnitrix!And by any means don't sign the contract or shake hands with him!"

"Why?"asked Ben raising an eyebrow as Azmuth slapped his head a few times."Oh god...tell me you didn't did any of those things,did you?"

"I and Madoka shake hand with him and Sayaka signed a contract...but why do you even ask?"asked Ben a bit curious

"GOD DAMMIT!It's really not good!Here's some things you don't know about that uses mind tricks in order to put a person's soul in what he calls Gems or "Greed Seeds".Whatever will happen,the person will become monstrous creatures,from every reason possible in some time around 10 weeks.

"What!?That bastard!"screamed Ben and Sayaka at unison as she was looking at her soul gem with a darkened and pained expression,Ben didn't really knew why she was that upset but Azmuth had an idea how to stop Kyubey's plan."You're not going anywhere...We need the plumbers."

"_**HOW COULD THEY HELP US!?WE DON'T NEED REPARATIONS!**_"screamed Ben in anger as Max tried to calm his nephew a bit,but he continued being very angry.

"Calm down nephew...Sigh...I didn't wanted to tell you but I am from an elite intergalactic police force called The defeat most evil threats,with the exception of High Override,Kyubey and Vilgax the of them want to use Omnitrix as an tool of war even if its scope was universal I know that right now The Incubators and Vilgax are onway here to destroy the planet and get what they need."said Max as he opened the engine of the Rustbucket.

"Woah...That's quite bombshells after bombshells we talk about we need to stop Kyubey or this Vilgax,what is our first stop?"asked Ben.

"Mount Rushmore,there is the base of the plumbers,at least the HQ."responded Max.

"But before we go...don't we need to tell Mami-senpai about this?"asked Madoka politely.

"I guess you're right...Does any of you have her number?"asked Ben.

"Umm...I do!"said Sayaka taking her phone out.

"Let's call her then."said Ben as he called his senpai.

"Hello!"said Mami responding to the call."Mami,are you prepared to hear some bombshells?"

"Umm...Sure!What's the matter?"said Mami as the three explained the situation to her,as it was looking like Mami could even kill Kyubey at the moment."I understand how you feel,but we need him him at Mount Rushmore,all right?We need him."Ben closed the call as he and his friends entered the Rustbucket that started its way towards Mount Rushmore.

Meanwhile at Mami's home,she prepared her bag in order to get at Mount Rushmore with the little creature just couldn't leave the girl in peace."Oh my!But where are we going,Mami-chan?"

"SHUT UP."said Mami angered towards the Incubator that continued to talk nonstop"If you want me to...then why don't you kill me now?I want to know...!"

"Tsk...I don't know what Ben-san thinks in letting you live...!"said Mami as she took the creature and forcefully put him inside the bag as she crashed the door and walked towards the bus stop towards Rushmore.

Meanwhile Team Tennyson got in time at Mount Rushmore,Ben couldn't wait to see what was inside Mount Rushmore that took some things from the his hand Max was holding some keys and some high tech things,as Mami arrived as well,Ben,Madoka and Sayaka saluted their senpai as Max opened an secret passage through the mountain.

The four teens looked at the inside of the cave in the cave was all kinds of high tech technology,the group followed Max at an elevator that opened everything inside the room.A female voice was heard:"Hello Magistrate Max Tennyson,and uneidendificated Plumber children.",then the elevator rise to the highest level of Mount Rushmore.

"Ah Magistrate Tennyson."Said a tiny galvan who wore trucker outfit.

"You must be the nephew of Max Tennyson and his friends."said a fat galvan with a plumber armour.

"Kids,they're Blukic and Driba,from the same race as Azmuth and Gray the geniuses of the plumbers ,Driba,I need all the information on Vilgax and Incubators at hand."

"Found have over 100,000,000,000.60 results."said Blukic looking at the elderly plumber.

"Read just the most important ones from over the years."explained Max as Blukic searched around the computer."Yes."more and more acts appeared.I will show you the most important ones,to get over it already.

Vilgax:

He is a Chimera Sui Genesis and an overlord of the destroyed planet Murray.

He is after the Omnitrix.

He is a cold-blooded and calculated killer.

He could do anything for his purposes.

He first started to be a pain for the plumbers was in the 90s.

He is the one that slaughtered hundreds of plumbers.

The Incubators/Kyubey

They are a race that exists to kill and make people despair.

They first appeared on earth in 2001.

Kyubey is more violent and cold-blooded than Vilgax.

"But why you need those?"asked Driba as Mami took the cage where Kyubey out of her bag,scaring the two Galvans."Aaaah!It's Kyubey!The base is compromised!We're all deeeeaaaaath now!"

"Woah...Calm down there..we have it here to question him and he's can't do nothing."explained Max calming the galvans down."Phew...Good to know...I would've had an heart attack!"

"Excuse me...What is with those photos?"asked Mami pointing at the photos on the monitor.

"Those are the victims of Vilgax,why?"asked Driba raising an galvanic eyebrow.

"Because they look a bit like my par-!"Mami bit her lip as suddenly her eyes watered and she looked like she could ct

"Ah,yes...that's also why I wanted you to come of you are plumber Madoka's and Sayaka's grandparents were plumbers as well,and Mami's parents were too."

"...**Whaaaaaaaaaaaaat!?**"screamed Mami,Ben,Sayaka and Madoka in awe.

"But why didn't my pa-...told me?"Mami still evaded talking about her parents.

"They tried to protect you.I am sorry that they couldn't be saved."Said Grandpa Max with a pained expression as Mami began to cry and hugged her friends in an heartwarming Mami calmed down,the group heard some voices coming from an nearby Cell where Kevin and Sakura were held prisoners.

"What are those two do here?"asked Ben looking hard at the two.

"I catched those two sneaking around I followed the procedure."explained the two galvans.

"Release them."said Ben as Blukic stopped the energy field and let the two free they walked past the team but they were stopped by Mami and Ben looking at them friendly."Do you want to join us?

"Why would I want that,you idiot?"said Kevin in anger almost jumping at Ben.

"Don't you two want to help us against an alien invasion?"asked Mami the two rivals.

"I don't."said Kevin angry.

"Not even if I get some of my or Mami's cake?"asked Ben as he and Mami took a cake piece out of their bags.

"I am all in!"said Sakura with sparkles in her eyes as she started eating the cake like an wolf as Ben approached Kevin."Don't you want some cake Kevin?"

"You kiddin!?No way!I am outta here!"said Kevin as he walked away but then walked back and took the cake piece from Ben's hands"And give me that stupid cake!"

"That means we are friends!?"asked Ben with a laugh as Kevin infuriated."It means not!Never,ever!"

"It looks like you have a new friend!"said Mami cuter than ever.

"Yeah,I think I have."said Ben with a smirk angering Kevin even more than before."I said...**THAT I AM NOT HIS FRIEND!**"

"Now what we need to do Grandpa?"asked Ben.

"We need to question Kyubey."Said Max as he took Kyubey to the questioning started following the plumber's procedure."Question 1:What are you doing on earth?

"Gather information and energy."responded Kyubey.

"Question 2:What energy?"asked Max.

" 's what we function with."responded Kyubey.

"Question 3:When are the ships here?"asked Max.

"In less than 1 week."responded Kyubey.

"I have no more questions."said Grandpa Max just making Ben very angry."What!?That's why we let that cat alive!?For 3 Goddamn Questions!?"

"That is the procedure,we will leave him here as we need to get to our next destination."said Max as Ben sighed and shrugged.

"Aw man...!All of this for nothing!?"said Ben as Max told Mami to come with them as well,not to be in any group's next destination was Friedkin University where Gwen has an intern job for the summer,then they'll go to a camp where Ben's other childhood friend Hitomi Shizuki is staying for the summer.


	6. The Charm Offensive

I hope you'll like how I introduced Charmcaster in it!Also next time we meet Vilgax the Conqueror,Ben's deadliest enemy thus will be a very action-packed and serious chapter than the previous ones with some characters that may die in the arc.

* * *

The Rustbucket was vrooming through the streets of Friddick town,where the Fredkin university and Gwen were at.

"Sigh..Why do I need to go at Gwen?"said Ben annoyed.

"You'd better be nice Ben,you know how much Gwen wants to enter Fredkin University."said Max as Ben nodded putting himself back on the chair.

"Yeah,Yeah!I will behave."said Ben reading a superhero comic book and drinking a Rustbucket parked next to a creepy sign with the words "Friedkin University" on it,followed by a sinister tagline "Learn or death you'll be".Just the simple sign made Ben shiver but the building was creepier than the sign and the tagline as the entire university looked like an old haunted castle like those Ben saw on the interned,with creaking doors,broken windows and strange lights all inside it.

The group walked towards an strange door,inside was the Library with tons of books,even most of them looked like some with spells and curses inside,Gwen was leaning on chair holding a book in hand,Gwen was a tall girl with orange hair,she had freckles over her was dressed like Harry Potter,with giant glasses,she wore her hair in a ponytail and wore an black robe.

"Hello,Dweeb!"

"I wanted to tell you the same,Gwen."said Ben as Gwen looked at the girls in Ben's back,she saluted Madoka and Sayaka as she meet them before but not to say they were best friends or anything like that,just that they talked then looked at Mami and Sakura,she knew about them just from some pics on Ben's social media profile and some messages from him.

"You must be Mami and Sakura,nice to meet you!"said Gwen.

"Nice to meet you,Gwen!The Pleasure is mine."Said Mami very cute.

"Hey."saluted Sakura.

"You and the girls don't have anything to do with those aliens and magic freaky stuff,right?"asked Gwen making the group blocked because of how Ben saw right through them

"No,no...right kids?"said Max sweat dropping as the group cried at unison:"Yes...nothing weird!".

"I just wanted to know...I don't want something weird make me get out of this summer job."said Gwen as she observed a hooded person running with a book in her hands"Hey!That girl took that book!And she will not return it!Oh god,oh my god!I will get fired for sure!"Ben then looked down at his Omnitrix and then at Max for approval,Max nodded as he and the girls.

Ben turned into Swampfire as the girls turned into their Puella Magi

"Stop there

"Hah...Namalla baku!"said the girl as suddenly magic energy appeared near the bodies of our heroes as the girl laughed maniacally

"Who're you!?"asked Ben raising an eyebrow.

"Charmcaster...the witch and leader of the Ledgerdomain!Let's see what this magic book has in store for you fools...ah!Natsuroko Batsu Namilla!"said Charmcaster as suddenly all went black and when the group woke up,just to find that the Library was one with the ground and most of the books being stolen by looked around the room with everything being broken,the doors,the books broken to pieces and Gwen was very sad.

"Gwen...what's the matter?"asked Ben now politely not rude as he always was to his cousin.

"I was it was your fault,was it not?"asked Gwen as tears filled her eyes.

"Yeah...we kinda had something to do with the aliens and magic stuff."explained Ben.

"All I wanted was a peaceful summer...I asked for too more!?"cried Gwen as suddenly an book stack fell on her then started throwing books at the group,wanting mostly to his Ben and his childhood friends,until she saw a

"What is this book?Na..mi..ka...lla...?"said Gwen as suddenly her hands and eyes had a purple light around them,Gwen looked at her hands in awe until suddenly the spell she read out loud made her fly backwards into a bookshelf.

Charmcaster came right after seeing the book she left behind in Gwen's hands,seeing this she began to read multiple spells from the book,suddenly an army of golem familiars appeared attacking and girls couldn't believe what they witnessed,a witch being human?Very Ben and the girls jumped in Gwen's aid,just to be immobilized.

"Gwen!Read a spell!Any!"said Ben as Gwen started to read and move pages in the book.

"Umm...Naka haru Namilla!"said Gwen which made Charmcaster along with her golems to just vanish and only a word of Charmcaster was heard."I will get my revenge Gwen Tennyson!Someday!"Screamed Charmcaster as Ben and the rest were able to move again.

Next stop for the rustbucket was the Camp as Gwen win her place as a junior librarian again.


	7. The Enemy

"A car got took from the Federal Police,the police tries to intercept the wait!What is this!?"the Tv was heard as Chromastone and Sakura appeared and stopped the thief."Another Alien and Magical Girl!?"

"Leave the man alone chump,you don't want it messy."said Chromastone making his hand into an sword and Sakura took out her this the thief took his gun down and the police took him."We don't know where those mysterious aliens and magical girls come from,but they are here to help us."the Tv screen cracks as Vilgax smacked the Tv with his bare hands in anger.

"To send the soldiers,sir?"asked one of Vilgax's minions.

"No...The brat with the Omnitrix...I will take care of him...very violent."said Vilgax as he approached an pod of the pod now having its trajectory towards Ben's current location as on earth the Rustbucket continued

"I didn't thought you two would be a great team,as Sakura is a bit how Kevin is..."said Madoka,just angering Sakura.

"And what's that supposed to mean,huh!?"said Sakura angered towards the polite Madoka.

"N...Nothing...Nothing at all!"said Madoka leaning her seat in fear.

"Yeah I am awesome and I can defeat any villain!"said Ben leaning on his seat as he looked on his tablet about all "his" cool heroism acts,even if the girls helped him almost every time.

"Ben,don't get too cocky,maybe there will be a villain you can't defeat."said Max annoying Ben a little in the process,but he was right,there are some threats we can't defeat.

"What?I am Ben 10!I can take on every enemy that comes in my way!By the way...aren't those the drones from when I got the Omnitrix?Oh yeah!IT'S HERO TIME!"said Ben turning into Wildvine as he jumped from the Rustbucket as he destroyed most of the drones that destroyed an entire town,just that in the whole carnage Vilgax in his weakened form appeared.

"I understand you're the one who send those drones,no?"asked Wildvine with his plant eyebrow rise.

"Yes...I am Vilgax the Conqueror."said Vilgax as he put his hand on the Omnitrix making it glitch out and turn Ben back into human as Vilgax's body cracked and moved making the alien's body more muscular and more and more."Wha...What you did now!?"

"Yes...Yes...I am back into my real form!That Azmuth really thought this'll stop me!?Ha...haha...HAHAHAHAHAHA!"Laughed Vilgax as Ben tried to him,just to hear Grandpa Max calling his name."Ben!Come back!"

"I can defeat this guy!"

"BENJAMIN KIRBY TENNYSON!COME BACK AT THE RUSTBUCKET RIGHT NOW!"Screamed Grandpa Max as Ben immediately walked towards the Rustbucket,as he knew that his grandpa only called him full name when something serious was entered to Rustbucket fast as it flew into the air,just that Vilgax suddenly to break through the fuselage and took both Madoka and Ben as Sayaka was screaming right before the Rustbucket exploded,making Madoka and Ben scream in despair.

When they got to the

"Homura-chan!?"said Madoka and Ben as suddenly Homura forcefully took Madoka by her hand,it didn't matter if Madoka even

"C'mon Madoka,we need to Leave!"said Homura continuing her way just to be shocked at Madoka who stopped and cried in anger."**NO!**I can't!I need to be with my friends!"

"I said we need to** L-E-A-V-E**!Do you understand!?"said Homura furious at her so-called "friend".

"Hey!Leave my friend alone!"said Ben in anger.

"Sorry that I need to do this Madoka,but..."said Homura taking an napkin and put it at Madoka's face making her to pass out."N...no...stop...Ho...mu...ra...chan..."

"Hey!That's kidnapping!"said Ben in anger trying to get at Homura just to be stopped by Vilgax,Homura still had her deadpan expression on her face as he took Madoka away."It's none of my concerns...All I want is Madoka to be safe."

"Get away from her!"screamed Ben in anger as Vilgax took Ben in the air." me the Omnitrix."

"OUT OF THE WAY!"screamed Ben as he transformed into Swampfire just that Vilgax to touch its buttons and that make Ben turn back into human in an instant and then Ben transformed into Upgrad

"NOOO!DON'T TOUCH ANYTHING YOU FOOL!"screamed Vilgax as he hampered and fell on the ground.

"Let's see what we can do here!I see...so let's do this!"said Upgrade in tinny voice as he integrated in the computer,making it explode as Vilgax somehow took the Omnitrix from Upgrade,leavin Ben unable to turn back.

"Hah...I took it!"said Vilgax as Upgrade laughed.

"Not too fast!"said Upgrade as he entered inside the Omnitrix,making Upgrade turn into Ben and the Omnitrix to change."Woah!What's up with the Omnitrix."

"Nothing for you concern."said Vilgax trying to attack just to be hit by Ben.

"Don't mess with Ben 10 and his friends!"said Ben as he turned into Fasttrack,Swampfire,Overflow,Grey Matter,Humungousaur,Wildvine,Upgrade,Rath,Chromastone,Weird Cat,Shockrock,Jetray and Slapback as he hit Vilgax with all his 14 aliens making him frozen with Chromastone's crystals.

"Don't forget about me,Timeline displacement!"said Homura with her emotionless face.

"I?!I'll defeat you!"said Ben as the Omnitrix continued to change between its forms as Black Wings appeared out of Homura's back flying Ben into an nearby electric mechanism,electrocuting Ben in the process,but to Homura's unknown,Madoka woke up and turned into her magical girl form attacking Homura from behind as Ben appeared and hit her with crystals just like he did with Vilgax.

"Madoka!C'mon!This place is going to explode!"warned Ben as Madoka followed along when they exit they we're happy they managed to defeat Vilgax,just to remember that their friends could be death by now,just to be surprised as they saw their friends coming to hug them in happiness they were still begun to laugh as Max hug the five friends as well.

"And then *Phewww!* I crystalized Vilgax and defeated him big time!"started Ben to talk about his fight with Vilgax to the girls,after that the screen fades black as we are now inside the Rustbucket,with Ben sighing as he looked at the sky.

"Something the matter Ben?"asked Max as Ben shrugged,still looking at the sky."I just think...what if Vilgax was just the beginning of something I can't defeat...and what if the true storm only now comes...?"

As that happened out of the ship's wreckage,Vilgax's hand rise from the lava as Homura and Kyubey somehow still was mad as well as the other smirked and begun to laugh.

"What's so funny?INCUBATOR?"asked Vilgax angry.

" job...The Omnitrix and the Invasion are closer to me than ever...And I am sorry to do this to you two...OR NOT!"Said Kyubey as he had a strange device in his mouth,namely "The Null Projector" as he put it right towards the two.

"No!That is-!"said Vilgax as he and Homura got sucked into an black reddish void known as The Null Void,a place where intergalactic criminal are send to fight terrible monsters known as The Guardians,with them out of the picture...his plan of ultimate despair will come to reality."Now...Prepare yourself...Madoka, are going to fell despair everytime now!"

The Future,2037...

"I said No."said Ben 10K towards a woman around her 30s.

"You gotta stop with this attitude of yours."said the woman worried for her husband.

"Why bother?I am not that kid I once was, excuse me...I need to fight Exo-Skull..."said Ben 10K as he turned into XLR8 10K and rushed through the streets to fight the Rhino Alien known as the evil Exo-Skull.

"What happened to that kid who named his aliens and was making always jokes...?I need to find your older self."said the woman as she opened a portal and left towards the distant past of 2007 where our story takes place in.

* * *

Now Ben finally had a taste of what terrible things will come,as next time Ben meets his future self,namely Ben 10K or Ben 10. will be a somehow different version than his original series hope you enjoyed it!Next time!Ben 10.000!


	8. Ben 10000

"You won't defeat me,the superhero Timbuktu!"said Timbuktu as he flew a giant robot that Sakura and Swampfire where following.

"To be famous and create troubles is not what heroes do,Buktu!"said Swampfire smirking.

"I am the one and single hero Timbuktu!And you antiheroes will not stop me!"said Timbuktu with a evil laugh following it.

"You still keep that up?"asked Sakura as she and Ben smirked and nodded at each other."Ultimate Move:Fiery Lance!"said the two as the combined move destroyed the robot Buktu was driving and he got arrested."Sigh...You will hear again of Timbuktu!"

"In 1-5 years in prison!"said Ben as suddenly behind he and Sakura an blue portal opened shocking the two a little."Here's something new and KYAAAAAAAAAAH!?"Screamed Sakura as suddenly a masked person took her into the portal making Ben grit his teeths and turn into Fasttrack,entering in the portal right after Sakura and the kidnapper.

"Hey!It's Ben 10K!"said one alien kid.

"You're cool Ben 10K!"said another human kid.

"Well I try my be-augh!"said Fasttrack hitting a big statue showing an man around his 40s with the Omnitrix and under it the words "The Savior of Universe Ben Ten Thousand",Fasttrack blinked a bit and turned his head on one side."What the-!?Is that me!?Right...Sakura,I need to save her!"Ben remembered about Sakura who was still missing just to hear her voice behind seeing Sakura,the two hugged each other just as the statue of Ben 10K was destroyed by a Rhino-like alien."Grr...Ben 10.000!My ferocious enemy!"

"Did we meet before?"asked Fasttrack raising an eyebrow.

"Exo-Skull is going to smash you!"said Exo-Skull getting ready to attack Ben and Sakura just as Ben turned back into human.

"Can't we continue this laaater!?"said Ben as Ben 10K's Fasttrack appeared and destroyed Exo-Skull's horn and bionic armor.

"It looks like Exo-Skull was hired by someone to destroy my statue we need to get him to the HQ and then to my private prison."said Fasttrack 10K as Ben looked at him with sparkles in his eyes."What?"asked Fasttrack 10K raising an eyebrow."Woah!You're me!?Cool!How cool is your Fasttrack!And I have my own HQ and Prison!?Cool!"

"I don't name my aliens anymore and...Take them back in 2007,Sakura."said Fasttrack 10K as he took off towards the streets.

"Wait...You're me!?"asked Sakura shocked.

"Uhuh...!"said the masked person as she took off her mask revealing a woman that looked like Sakura but taller,wiser and older.

"Umm...Why is future me a big time jerk?"Asked Ben the future self of his partner.

"That's why I took Ben here."explained Sakura 10K as present Sakura raised an eyebrow."But why me too?"

"Umm...I needed to tell you two something before doing that...You two will be married in the future,or here."said Sakura 10K shocking her past self and Ben.

"M...MARRIED!?"Screamed Ben and Sakura as their faces gone all red and they even fell on the ground of shock and surprise.

"Well nothing is set in stone...This is one of yours possible futures."explained Sakura 10K in an all-knowing manner.

"Wait,they're not?"asked the two getting back to reality after the thing about marriage.

"Yes...Paradox explained that there are more than just one set in stone future,depending on your choices Ben and Sakura...The Future can change."said Sakura 10K as Ben 10K returned on an hoverboard

"Animo is here and why didn't you take those two back in time by now!?"screamed Ben 10K in anger towards his wife.

"Animo?He looks like a fossil in present but now he must be...!"said Ben but was cut short by his future self."Yeah it is and I work alone."

"Not even with me?Your past self?"said Ben but Ben 10K look angered at him.

"I said...**I WORK ALONE!**"said Ben 10K as he turned into Astrodactyl and flew into the air leaving Ben and both Sakuras back in the a nearby DNA database Dr. Animo now having the body of a monkey was destroying a multitude of canistres just as Astrodactyl came and smacked the doctor into an he turned into Humungousaur and ripped Dr. Animo's hand off as his creature appeared,it was looking like a combination between an fly,a monstrous witch and an ugly dinosaur.

The Monster took Ben 10K and hit him in everything he saw,just then Ghostfreak appeared making the creature to hit itself by possessing it as he made jokes and made Ben 10K laugh and make jokes once again as in the end Ben 10K had no other option but to bite its heads off.

And as such Ben managed to save his future self from being a total badass jerk that he they were ready to leave home.

"Goodbye!Bye!"said Ben and Sakura waving at their 10K selves.

"Bye!Thanks for all!"said Ben 10K and Sakura 10K waving at their past selves as they exit through the portal back into the present where Sayaka and Mami,along with the others waited for Sakura and bEN.

"Were where you two were?"asked Sayaka followed by Mami.

"In the future."said both of them in sync,Sayaka and Mami not believing what the two were saying.

"Huuh!?Did you hit your head or something?"Asked Sayaka looking at them jokingly.

"No we're telling the truth!"cried Sakura and Ben towards Mami and Sayaka.

* * *

Next time we go back at Madoka Magica's Sayaka being overpowered by her power,she turns into an with as Sakura and Ben try to reach to that happens the invasion of The Incubators comes very close to its one will be a pretty dark and serious story compared to this one chapter time:Despair Part 1!


	9. Despair Part 1:Corruption

In one of the witches' labirynt Ben,Sayaka and Sakura where fighting some of its trio slashed all of the enemy familiar that were attacking them as they continued their way to the witch boss,the witch's identified name was Elsa Maria and was looking like a girl made completely out of dark tree roots,no facial expression and just a creepy silence.

"Bingo,Ben,Sakura!Now!I found her weak spot!"said Sayaka as the two nodded.

"Yeah!Ultimate Move:Fiery Lance!"said Ben and Sakura at unison as they finished the witch and in an blinding light all that remained from her body was its Greed Seed in all its glory.

"Sayaka,take it."said Ben showing the greed seed at Sayaka."What?"

"Well you worked the most,so the Greed Seed is yours."explained Sakura and Ben at unison putting the greed seed in Sayaka's hands.

"Well...Thanks you two!"said Sayaka taking the Greed Seed and hugging her two friends,as they transformed back and the labirynt vanished and the trio returned at the Rustbucket,as it continued its inter-american road trip,the next destination was California.

"90's Fest?Aw man...!'said Ben annoyed by the location.

"Calm down kids...I am sure you'll find something on your liking!"said Max as the team spread through the festival.

"I doubt i-!"said Ben as he,Sakura and a random men looked at a table with 5 limited edition golden Sumo Slammer figurines,surprising them."Haaaaaaah!Is that a...**DUMMO NUMMO SUMO SLAMMER LIMITED VERSION**!?"

"Mine!"said Ben and Sakura as they begun arguing with the blonde guy."Hah!You didn't even was 5 years old when those released kiddo!It's mine!"

"WHAT!?"cried the three in shock as Kevin took the toys being dressed with an rad hat with some 90s style "RAD" clothes."Looking for this...?"

"Kevin...!Give me that back!"screamed Ben in anger.

"Really?I don't see your name written on it...This means is mine now!Doofus!"said Kevin mockingly as Ben looked annoyed."Oooh...We are trash talking now,huh?Well you are a tiny doofus!"

"What!?I am taller than you!You have a stinky family!"said Kevin angering Ben and making him greet his teeths.

"AT LEAST I HAVE A FAMILY!Sorr...sorry...I didn't meant to-!"said Ben trying to take back what he just said as Kevin was teared..."So that's how you want it to be,huh?BASHMOUTH!"

"What!?Cool!"said Ben with sparkles in his eyes as he evaded Bashmouth from killing him."You like to bring me down mentally...then I'll bring you down!"

"WOAH!HU-HUMUNGOUSAUR!"said Ben as in an green light he turned into Humungousaur and attacked Bashmouth right into an building,they punched each other for some time until Bashmouth broke down the walls that fell on both of them.

"Ah!Ben!"said Sakura as she arrived and tried to save Ben from under the wreckage,after that Ben managed to escape from under the wreckage with sighed in relief as suddenly Ben took her arms making Sakura blush as he kissed her,making her getting all red but kissed her partner to their unknowningless Sayaka watched the whole scene from behind an stand her face shadowy and serious as tears fell down her red cheeks,as suddenly her soul gem turned black and cracked,revealing an eerie blue aura.

"Do you want to join us?"asked Ben as Kevin smirked

"I guess I can...You can count on me."said Kevin shaking the two's hands as suddenly Sayaka appeared from the shadows with a shadowed expression as suddenly the whole world turned white,becoming a Witch's Labirynt.

"What...!?"asked Sakura and Ben raising an eyebrow as they looked at Sayaka and what she need to tell.

"You...traitors..."said Sayaka as tears continued to fall down her face.

"Sayaka...Your soul gem..."said Ben looking at Sayaka's soul gem that now was broken and black.

"You two knew I loved Ben!So why...WHY!?"Screamed Sayaka as suddenly her body deformed and cracked,suddenly she grew in size,her body was now similar to Humungousaur's with two giant wings like Jetray,an symbol similar to Omnitrix and her head looked like a blue heart-shaped crown and now had long horrible white fangs and two eyes full of hate,now Sayaka was **[Oktavia von Seckendorff]**.

"What's going on!?"cried Sakura in anger.

"I don't know...but have no other option but..."said Ben turning into Swampfire.

"Ultimate Move:Fiery Lance!"said Ben and Sakura just that Oktavia to impale them both with her sword in the ground.

At the rustbucket Mami,Madoka and Grandpa Max were waiting for Ben,Sayaka and Sakura to return but instead...Kyubey/INCUBATOR appeared in place with a wide smile.

"What are you doing here!?"

"What should I do here?Some news...Sayaka Miki,Sakura Kyoka and Benjamin Kirby Tennyson ceased to exist...KEH!HOW THAT MAKES YOU ALL FEEL HUH!?HUH!?E-?"said Kyubey as suddenly Max blasted him and all that remained from him was just a dripping green liquid...everyone remained stunned,but not because of Max's actions,but because the 'death' of their the door of the Rustbucket opened with Ben falling on the ground of the RV as everyone looked very worried.

"Ben!Are you all right!?"asked Mami very worried.

"I tried but...sorry."said Ben a tear falling from his right eye.

"W...wha...where are...Sayaka and Sakura?"asked Mami very worried as Ben couldn't even bear to remember his two friends who died.

"I did a stupid thing because of the time traveling and now...Sayaka and Sakura are death."said Ben trying to hold his rage and suddenly another Kyubey appeared

"HOW ARE YOU HERE!?"Screamed Mami as she gritted her teeths.

"How do you ask?I have multiple copies of myself...and what Ben-kun means is that Sayaka turned into a witch..He...He..HUHUHUH!"explained the Incubator with a creepy smile on his face with his eyes emotionless.

"Why..WHY!?WHY IT NEEDED TO BE LIKE THIS!?"Cried Madoka as tears streamed down her face.

"Why...?Because a new era is coming...Era of The INCUBATORS!"screamed Incubator as Kevin smacked the door entering the RV.

"Tennyson!There is a alien warship outside!"said Kevin showing the group a giant purple ship flying over the area.

"**WHAT!?**"screamed everyone in shock as they exit the Rustbucket.

"Ready? MY BROTHERS AND SISTERS!"Ordered Kyubey as suddenly the ship started to charge a laser that could destroy the whole area of the 90s Fes

* * *

**TO BE CONTINUED...NEXT TIME!DESPAIR PART 2!THE INVASION OF THE INCUBATORS STARTS AS OUR REMAINED HEROES START THE BATTLE AGAINST THE ALIEN INVADERS!SOMETHING SAD WILL BE HAPPENING...**


	10. Despair Part 2:Hope

The Laser destroyed the whole city where the 90s fest was held as Kyubey smirked and laughed like a madman,as Ben was looking for Grandpa Max just to find him under one of the destroyed buildings badly hurt.

"Grandpa...I can transform into Humun-!"said Ben trying to transform into Humungousaur just that his Grandpa to stop him from doing so.

"Please listen boy...You're strong...you're a Tennyson!I believe in...you...that you will be...a great person..."Grandpa Max's eyes closed forever as tears streamed down Ben's face because Max Tennyson was death along with Sayaka and Sakura and possibly others Ben knew.

"No!No!No!No!No!No!No!GRANDPA MAAAAX!"screamed Ben in rage with tears in his eyes as Mami and Madoka hugged their sad friend as the ship was charging another laser later Kevin appeared as

"Kevin!"Ben said as Kevin nodded,both of them turned into their flying aliens Jetray and Aces High,Kevin's Jetray,and they flew into the air towards the ship as the laser loaded making the first ship to explode as the two returned back just to find out another sad was killed by Kyubey,who broke her soul gem in half,just for more despair to spread through our heroes.

"Ben...what should we do...now...?"asked Madoka as she was down and even started to cry in anger that he couldn't save her friends...

"I don't know..."Ben said as despair started to eat him whole.

"I do have an idea...you can change your wish...so what is that wish?Madoka Kaname?"said Kyubey in an laughter of curiosity of what will happen if she wish something new.

"My wish is that the witches to vanish...I want to help those in need...I want to bring hope to this dark world!Even if it is to die!"said Madoka as suddenly white wings sprouted out of her back and her hair grew longer and also her staff grew in size.

"W..WHAT!?A wish like that would destroy the entire space-time continuum!"said Kyubey in shock as Madoka still wanted the wish granted."That is my wish...make it true...INCUBATOR.'

"N...NO!STOP IT!STOP IT!I WORKED TOO HARD FOR THE MAGICAL GIRL SYSTEM!I CAN'T LET YOU...!"screamed Kyubey as Madoka vanished in an light as Kyubey vanished as well,but not before screaming in agony...

"MAAAAAAADOKA!"Screamed Ben as everything turned woke up in an strange white room with Sakura and Mami drinking some tea as they looked at Madoka.

"Do you really want that wish...Kaname-san?"asked Mami serious as she continued drinking her tea.

"Yeah...It is a pretty radical wish if you ask me..."said Sakura relaxed on her chair as she looked at the white void.

"Yep.I want to bring hope to this world."said Madoka nodding cute.

"A person who believes in their believes.I understand that."said Sakura closing her eyes and nodding in agreement.

"Yes...I will do what I can!Sakura-san,Mami-senpai!"said Madoka as we saw different magical girls who would later become witches being saved by Madoka and her some time Ben woke up in an white void where Madoka was now between time and space and between the universes of the couldn't believe what she saw,now Madoka was a goddess.

"Madoka..I am sorry that I couldn't do nothing to help you..."said Ben sad by what he couldn't done.

"It's nothing...I wanted to do this Ben..."said Madoka smiling.

"And what will happen to you?"asked Ben a bit worried about her.

"I don't know...but most people will forget that I even existed..."said Madoka still smiling but now with a pained expression in her eyes.

"AND ARE YOU OKAY WITH THAT!?"said Ben in anger that because of him...Madoka will completely cease to exist.

"I am all right knowing that you and Homura-chan will remember me."explained Madoka happy just with that.

"I promise you...That if I get to do something to save you...I will do it!"said Ben smirking as he leaved Madoka's realm.

"Yep!I have fate in you...Ben-kun!"said Madoka smiling with tears in her eyes as she gave Ben one of her the scene changed to a school class,by this point Ben Tennyson's identity has become well known to the public as well as the Magical Girls,Aliens and The was talking with Mami and Sakura.

"And that's what happened...Madoka sacrificed herself.."explained Ben as Sakura and Mami gave each other confused glares."Umm...a question..."

"What is that?"asked Ben raising an eyebrow.

"WHO'S MADOKA?"asked them both raising an eyebrow and Ben knew he and Homura had any memory of what happened previously with suddenly a giant roar was heard,as it was looking like Animo was riding an cyborg dinosaur."Ben,girls?Do you'll deal with that?"said The teacher as the new team Tennyson(Formed by Gwen,Ben,Sakura,Homura and Mami)prepared for battle with the dinosaur as the spirits of Sayaka and Madoka watched the battle.

"Are you all right with Ben and Sakura I mean."said Madoka looking at her friend.

"Yes.I just wanted to see Ben fighting evil one last time before I pass ...I think Ben and Sakura make a very cute couple,even if Ben is too good for her..."said Sayaka as she and Madoka passed away as Ben smirked as he would have heard his two childhood friends.

"I am doing this for you...Madoka!Sayaka!"said Ben as he attacked the dinosaur and the scene changed to a street where Kevin was walking a bit angered.

"Sigh...Still nothing to find...No food,no family,no friends and no nothing!"said Kevin as he accidentally bumped into someone."Ah!I am sorry!My bad."said Kevin as he saw that the one he bumped into was a girl around her 20s wearing something similar to a japanese kemono,she had a katana on her appearance was kind with green eyes and black hair tied in a ponytail.

"It's nothing...Are you alone...?"asked the girl as Kevin raised an eyebrow in suspiciousness."Yeah...but why do you ask?"

"Do you want to live with me and Suzune?You will have a warm bed,good food, what do you say?"asked the girl waiting for Kevin's answer.

"I ACCEPT!"said Kevin as the girl smiled and hug the 13-year two then walked towards their destination,where Kevin will have finally a happy ending.

_"Don't forget._

_Always, somewhere,_

_someone is fighting for you._

_-As long as you remember her,_

_you are not alone."_

**FIN.**

* * *

Thank you all for reading this fanfiction!It was a beautiful story to write,I hope the ending wasn't too rushed,but I wanted it to be short like the original Madoka Magica series.I hope you enjoyed this story about Ben 10 and Madoka Magica's world combined.


End file.
